The Situation: Australia has adopted a package of changes to its antitrust laws that are designed to give more power to its antitrust enforcement agency, the Australian Competition and Consumer Commission, and to increase...more

The common interest doctrine provides that, if two or more separately represented entities with a common legal, factual, or strategic interest exchange information with each other and their respective lawyers, a communication...more

New York courts have frequently applied the continuous representation doctrine (“CRD”) to toll the three-year statute of limitations period for malpractice claims against accounting firms under CPLR § 214(6), which has...more

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) -
With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more

In a summary order, the Second Circuit affirmed a judgment confirming an arbitral award of damages for breach of a merger agreement between respondents Sirona Dental Systems, Inc. and Arges Imaging Inc. (“Sirona”) and...more

The EU General Court ("GC" or "Court") annulled a 2014 decision of the European Commission ("Commission") clearing the Liberty Global/Ziggo transaction for lack of appropriate reasoning. The GC found that the Commission...more

The use of email in modern transactions is pervasive. Few negotiating parties consider, however, the possibility that those emails may create a binding obligation when the transaction requires finalization through a formal...more

Background -
Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

As any seasoned commercial litigator knows, courts are generally loathe to overturn the independent decisions of arbitrators. New York County Commercial Division Justice Charles E. Ramos recently examined the standard for...more

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

A recent court decision exemplifies the challenges that businesses face in attempting to predict the law that will control privilege questions. The court decided that the law of the state where the court is located governs...more

A new decision from a federal court in Delaware reinforces the high burden that parties face in insulating an otherwise anticompetitive merger based on the so-called "failing firm" defense. The Justice Department ("DOJ")...more

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more

The Second Department recently handed down a harsh reminder of the importance of obtaining an executed broker’s agreement. Oral agreements for broker fees are apt to run afoul of the statute of frauds, and personal...more

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

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